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                                          PROCEDURES  FOR QUALIFYING  
                              A  FOREIGN  CORPORATION  IN  OKLAHOMA  

This information  is intended as an aid to qualifying a foreign corporation to do business in  the state of  Oklahoma pursuant to the  
provisions of Title 18, Section 1130  of the Oklahoma  Statutes.  PLEASE CONSULT THE STATUTES  CAREFULLY.  
The Oklahoma General   Corporation Act applies to all corporations except those expressly excluded (see reverse  side of this  
instruction  sheet) and those  for  which  special statutes are in existence  with  which the provisions of Title 18 may conflict.     
  NO  foreign corporation shall  be formed or licensed under this act  for the purpose of engaging in  farming  or ranching  or for
   the purpose of owning or leasing any interest in land to be used in the business of farming or ranching.

FILING PROCEDURES:  
1. Prepare  and  file with the Secretary of State one (1)  signed copy  of the certificate of qualification.
  Attach  a certificate issued by  an authorized officer of the jurisdiction of its incorporation evidencing its corporate existence.
   This certificate is  most commonly  known as aCertificate of  Good Standing,  Certificate of Existence,  orCertificate of Fact
   (Texas)  and is usually issued  by the Secretary of State’s office  within such jurisdiction.  This  certificate must  be dated within
   the last sixty (60)  days.   If such certificate is in a foreign language, a translation thereof,  under oath of the translator, shall be
   attached.
2. Pay  to the Secretary of State a MINIMUM  filing  fee of Three Hundred Dollars ($300.00).    (Title 18, Section 1142)
  Profit Corporation: The fee is one-tenth of one percent (1/10 of 1%) or $1.00 per  $1,000.00 of the  maximum amount of capital
   invested by such corporation; provided that the  minimum  fee is $300.00, and no such corporation shall be required to pay a  fee
   on an amount in excess of its total authorized capital (TAC).    The  TAC  is  figured by  multiplying the  number of  shares by the
   par value of each share.    If the TAC is $300,000.00 or less, then t  he   filing f  ee is $300.00.    If   the  TAC is greater than
   $300,000.00, the fee is an additional  $1.00 per $1,000.00.   If the Invested Capital is  more than the  TAC, pay ONLY  on the
   TAC.     If the TAC is  greater than $300,000.00, you m  ay choose to pay on  the Invested Capital, if it is of lesser  value; however,
   the entity shall be required to  file a certificate every  year on the anniversary date indicating the maximum amount of capital
   invested in the  state.   No Par Value  stock is  valued  at $50.00 per share for determining filing f  ees only.     (Title 18,  Section
    1142) 
  Not for Profit Corporation: The fee   is   $300.00. 
3. Make checks, cashier’s checks, or money orders payable to the Oklahoma Secretary of State. Instruments   may be mailed,
                                                                                                                    th 
   delivered in person, or filed on-line at www.sos.ok.gov. The address of the Secretary   of State is 421 NW 13  St., Suite # 210,
   Oklahoma City, Oklahoma 73103.  If delivered in person, there  will be an additional Twenty-five Dollar ($25.00) fee for each
   document filed same day. The Secretary of State accepts Visa, Discover, MasterCard, or American Express if  filing in person,
   or on-line;  however, there will be a four percent (4%)  service charge added for the use of a credit card. (Title 18, Section 1142)
INSTRUCTIONS  FOR PREPARING  THE CERTIFICATE  OF QUALIFICATION:  
  A  “BENEFIT CORPORATION” is a business corporation incorporated under the Oklahoma General Corporation  Act that
   shall  have a purpose of creating general public benefit in addition to its purpose under the Oklahoma General Corporation Act.
   (Title 18, Section  1202)
1. NAME  –  The name shall be such as to distinguish it upon the records in the office of the Secretary of State from the names of:
   (1) corporations, both domestic and foreign, then existing or which have existed at any time during the preceding three (3)
   years; or  (2) then existing domestic and foreign  limited partnerships; or  (3)  then existing  domestic and  foreign limited liability
   companies; or  (4)  trade names or fictitious  names; or  (5)  corporate, limited partnership or limited liability company  names
    reserved  with the Secretary of State.
  The  AVAILABILITY  of a name  can be checked  in advance by telephoning the Secretary of State office  at        (405) 522-2520,
   checking on-line at  www.sos.ok.gov, or by coming in person.    Prior to filing a certificate of qualification, a name  may be
   reserved  for a period of  sixty (60) days  by filing a Name Reservation application and paying a fee  of Ten Dollars ($10.00).
   (Title 18, Section 1139)
2. STATE  –  Indicate the name of the state, country, or jurisdiction  where the corporation  was originally  formed.
3. PRINCIPAL PLACE OF BUSINESS  –  The mailing address of its principal place of business,  wherever located.
4. REGISTERED AGENT: SECRETARY OF STATE  –  The Oklahoma Secretary of State is the registered agent for a foreign

                                                                                                              (SOS FORM  0012-10/19) 



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      corporation.   For acting as the registered agent, a fee  of One Hundred Dollars ($100.00) payable        on the first day of July of        
      each year.  Checks, cashier’s checks,      and money orders     MUST       be made   payable      and MAILED       to  the
      Oklahoma        Tax Commission; Oklahoma City, OK 73194          . (Title 18, Section 1142)               
 
  5.  ADDITIONAL   REGISTERED AGENT AND REGISTERED OFFICE                                  –   The name and street address of the registered 
      agent in the state of   Oklahoma.  The  registered agent accepts service of process in    the event of a lawsuit against the 
      corporation.   Every  foreign corporation transacting business in this state   shall  have and   maintain the Secretary of State as it 
      registered agent in this state.      In addition, such foreign corporation may   have and   maintain in Oklahoma a registered agent, 
      which   shall be   an individual resident of Oklahoma    or a domestic or qualified   foreign corporation, limited liability company, or 
      limited partnership.      Each registered agent shall   maintain a business office identical   with the registered office which is open 
      during regular business hours to accept service of process and otherwise perform the functions of a registered agent.      If such 
      additional registered agent is designated, service of process shall be on such agent and not on the Secretary of State.      (Title 18, 
      Sections 1021 & 1022)  The registered office address   must be a physical address and cannot be a post office address.   
       
  6.  PURPOSE   –    The specific business the corporation purposes to do in the state of Oklahoma.  The business    which the 
      corporation proposes to do in t   he State of   Oklahoma is a business the corporation is authorized to do in the jurisdiction   of its 
      incorporation. 
       
  7.  This language is required to be stated   within   the certificate of qualification.     This statement does not require an answer   when
       completing the forms. 
  8.  ASSETS   & LIABILITIES  –   A   statement, as of a date not earlier than six (6) months prior to the filing date, of the assets and 
      liabilities of the corporation. 
       
  9.  A statement indicating if the corporation is organized for profit or for not for profit. 
       
  10. SHARES &   PAR VALUE  –   The aggregate number of the corporation’s authorized shares itemized by classes, par value of 
      shares, shares   without par value, and series, if any,   within any classes authorized,   unless  it has   no authorized capital.   
       
  11. INVESTED CAPITAL  –   A statement of the   maximum amount of capital such corporation intends and expects to invest in the 
      state at any time during the current fiscal   year.   “Invested capital”   is defined as   the   value of the   maximum amount of   funds, 
      credits, securities and property of   whatever   kind existing at any time during the fiscal   year in the State of Oklahoma and used or 
      employed by such corporation in its business carried on in this state. 
       
  12. E-MAIL ADDRESS – The e-mail  address of the  primary  contact for the registered  business. 

                                             EXCEPTIONS TO REQUIREMENTS  
 PLEASE NOTE: The following   information is taken from Title 18,   Section 1132 pertaining to foreign corporations that are   exempt from the 
      requirement of filing a certificate of qualification with the Secretary of State.  Please     be advised that this office  cannot  make the 
      determination as to  whether a corporation conforms  to one of the exceptions  described  below.     That decision is the responsibility of 
      the corporation. 
                                                       Title 18, Section 1132  
  A. No foreign corporation shall be  required to comply  with the provisions of Section 130 and 131 of this act if: 
      1. It is the   mail order or a similar business,   merely receiving orders by   mail or otherwise in   pursuance of   letters, circulars, 
         catalogs, or other forms of advertising or solicitation, accepting the orders outside this state, and filing them   with goods 
         shipped into this state; or 
      2. It employs salesmen, either resident or traveling, to solicit orders in this state, either by display of samples or otherwise, 
         whether or not maintaining sales offices in this state, all orders being subject to   approval at the offices of the corporation 
         without this   state, and all goods applicable to the orders being   shipped in pursuance thereof from   without this state to the 
         vendee or to the seller or his agent for   delivery   to the vendee, and if any   samples   kept within this   state are   for display or 
         advertising purposes only, and no sales, repairs, or replacements are made from stock on hand in this   state; or 
      3. It sells, by contract consummated outside this   state, and agrees by the contract, to deliver into this   state,   machinery, plants 
         or equipment, the construction, erection or installation of   which   within this   state requires the   supervision of technical
         engineers or skilled employees performing   services not   generally available, and as a part   of the contract of sale agrees to 
         furnish such services, and such services only, to the   vendee   at the time of construction, erection or installation; or 
      4. Its business operations   within   this   state are   wholly interstate   in character; or 
      5. It is an insurance company doing business in this state; or 
      6. It creates, as borrower or lender, or acquires, evidences of debt, mortgages or liens on real of   personal property; or 
      7. It secures or collects debts or   enforces any rights in property securing the same. 
 
  B. The provisions of this section s   hall   have no application to the question of   whether any foreign corporation is: 
      1. Subject to service of process and suit in this state pursuant to   the provisions of Section 136 of   this act or any other law   of
         this   state; or 
      2. Subject to the taxation laws of this   state. 
                                                                                                                      (SOS FORM     0012-10/19) 
 



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                               CERTIFICATE  OF QUALIFICATION  
                                                            (Foreign Corporation)  

                                                            Filing Fee:  Minimum $300.00 
TO:   OKLAHOMA SECRETARY OF STATE  
  421 NW  13th St, Suite #210  
  Oklahoma  City, OK 73103  
  (405) 522-2520

PLEASE NOTE:  

    The filing  fee is a MINIMUM  of $300.00.   The fee is  one-tenth of one percent (1/10 of 1%) or $1.00 per $1,000.00 of the
     maximum amount of capital   invested by such corporation; provided that the   minimum   fee is $300.00, and no such
     corporation shall be required to pay a fee on an amount in excess of its authorized capital.
    ATTACHED HERETO  is a certificate issued  by an authorized officer of the corporation’s  jurisdiction of its incorporation
     attesting to  the  corporation’s  organization and  good  standing under  the  laws  of  such  jurisdiction.  This  certificate  is  most
     commonly known as a    Certificate of Good Standing Certificate, of Existence,      or  Certificate of Fact   (Texas),  and is
     usually issued by the Secretary of  State’s office  within  such jurisdiction.  This certificate  must  be dated  within the last sixty
     (60) days.

  I hereby execute the following articles  for the purpose of  qualifying  a  foreign corporation to transact  business in the  
  state of Oklahoma pursuant to the provisions of  Title 18,  Section 1130:  

    The corporation is a Benefit Corporation (Title 18, Section 1202):   (check one)       Yes                 No    

  1. Name of the corporation:

 If the legal name is not available for use in the state of Oklahoma, then  a  Fictitious Name  Report must be attached  or a resolution
  made  by the  authorized  representative  of  the  corporation  duly  adopting  a  fictitious  name  that is  available  for  use.   (Title  18,
  Section 1141)

  2. State  or  jurisdiction of  its formation:

  3. Mailing address of  its  principal place of business, wherever located:

                 Address                                    City                        State                      Zip Code  

  4. Registered agent for service of  process in the state o  f  Oklahoma   is       the SECRETARY OF STATE.

  5. NAME and street  address of its additional  registered agent  for service of process  in  the state of Oklahoma, if any:
          The registered  agent  shall  be an individual resident of  Oklahoma      or  a  domestic  or  qualified foreign  corporation,
           limited liability company, or limited partnership.

                                                                                           Oklahoma 
           Name                            Street  Address          City                       State                   Zip Code  
                           (P.O. BOXES ARE  NOT  ACCEPTABLE)  

  6. Business the corporation proposes to do in the state of  Oklahoma:
          This statement must reflect the  specific  purpose of the corporation in Oklahoma.

                                                                                                            (SOS FORM 0012-09/20         ) 



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    7. The business which the corporation proposes  to do in the State of Oklahoma  is a business  the  corporation is
        authorized to do in the jurisdiction of its  incorporation.
            This statement requires no response.

    8. Assets of  said  corporation are  $                                and liabilities are $                                                 . 
            The assets and liabilities of said  corporation must be as of a date not earlier than        six (6) months  prior to the  filing
             date of the certificate of  qualification.

    9. Corporation is organized as:   (CHECK ONE)                                  Profit              OR                Not for Profit        

    10. If  organized for profit, the aggregate number  of its authorized shares  itemized by classes,  par value of shares,
        shares without par value, and series, if any, within any class authorized:
            The par  value per  share is a dollar ($) amount  and is also used for the calculation of the total filing fee.

    CLASS                 NUMBER OF  SHARES                               SERIES         PAR VALUE PER SHARE  
                                                                          (If any)     (Or, if  without par value, so state)  

    11. Maximum amount of  capital said  corporation  intends and expects to invest  in this  state at  any time  during  the
        current fiscal year: $                                          .

            "Invested capital" is defined as the  value  of  the  maximum  amount  of  funds,  credits, securities and property of
             whatever kind existing at any time during the fiscal year in the State of Oklahoma and used or employed by such
             corporation in its business carried on in this state.

    12. E-MAIL  address of the primary contact  for  the registered business:

The  certificate of qualification must be signed by an authorized officer of the corporation. 

Signed this              day of                                        ,        by: 

                Signature  

        Printed Name and Title  

                                                                                                          (SOS FORM 0012-09/20) 



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                               Oklahoma  Secretary  of  State 
                               Request  to  receive 
                               documents  electronically  

No need to  wait on your filed documents to be mailed back to you.   If you would like your  filed  
documents  returned electronically, please  complete and attach  this form to  your  documents.  
Complete ALL  information  below  to receive an email  which  will contain  a link to retrieve your  
filed documents.  (Please print  or type cl  early.)  

Return filed documents electronically 

Receipt will read as follows:  

PERSONAL  or  BUSINESS NAME:  

MAILING ADDRESS:  

CITY,  STATE  & ZIP  CODE:  

PHONE  OR CELL:  

EMAIL  ADDRESS:  

(It is critical that the email address is correct,  or you may not receive the notification of filing)  






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